Your Directors present herewith Thirty Second Annual Report together with auditedstatement of accounts for the year ended 31st March 2015.
FINANCIAL RESULTS .
(Rs. in Lac)
|Particulars ||As on 31.03.2015 ||As on 31.03.2014 |
|Sales Turnover ||6028.16 ||4543.18 |
|Profit / (Loss) before Depreciation and Interest ||793.26 ||740.32 |
|Less: - Interest ||440.08 ||454.68 |
|Less: - Depreciation ||73.79 ||77.73 |
|Net Profit / (Loss) before Tax ||279.39 ||207.91 |
|Less: - Tax || || |
|- Current tax ||55.90 ||41.60 |
|- Earlier Tax ||-- ||- |
|- Deferred Tax Liabilities / (Assets) ||30.86 ||39.64 |
|Net Profit after Tax ||192.63 ||126.67 |
|Profit / (Loss) brought forward ||669.77 ||543.10 |
|Balance Carried to Balance Sheet ||862.39 ||669.77 |
During the year under review your Company achieved a sales turnover of Rs. 6028.16lacs against Rs. 4543.18 lacs in the previous year. Thus the Company has been able toachieve a growth in turnover of 32.69% over the previous financial year.
In such difficult time of stagnant demand in the economy your Company has been growingconsistently over the past 6 years.
Your Company is fully dependent upon the capital expenditure of the Oil & Gassector. Considering the global trend in the prices of crude oil your Company foreseesthat the actual tendering process for the capital expenditure and expansion plans of oilcompanies in India may take a few more months to finalize. Thus the actual orders could bereceived only during the later half of the coming financial year.
In order to bridge this gap in local market your Company plans to explore the exportmarket for tenders/ orders. Also instead of focusing only in the Oil & Gas sector yourCompany plans to enter into production for the larger Constructing companies / EPCprojects in Infrastructure sectors both in India and overseas.
Thus in the coming financial year your Company plans to enter into new geographies newproducts and new sectors.
In order to conserve resources your Directors intent to plough back the profits intobusiness and thus do not recommend any dividend for the year ended 31st March2015.
The Company has not accepted any deposit or unsecured loans from the public within themeaning of Section 73 of the Companies Act 2013 read with The Companies (Acceptance ofdeposit by Companies) Rules 2014.
During the year under review Mrs. Sajeda H. Mewawala was appointed as an additionaldirector and the said appointment will be put for confirmation at the forth coming AnnualGeneral Meeting. Mr. Hasanain Mewawala retires by rotation and being eligible offerhimself for reappointment. Except for these there are no other changes in the Directorsof the Company.
DECLARATION BY AN INDEPENDENT DIRECTQRfSl
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the
Companies Act 2013 and Clause 49 of the Listing Agreement.
Pursuant to the provisions of the Companies Act 2013 and clause 49 of the Listingagreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration committees.
PERFORMANCE EVALUATION OF INDEPEDNET DIRETORS BY EXECUTIVE DIRECTORS
The performance evaluations of Independent Directors were also carried out and the samewas noted.
Pursuant to Section 134(3)(b) details of Board meeting held in the year is reflectedin the Corporate Governance Report.
During the year Seven (7) Board Meetings and four (4) Audit Committee Meetings wereheld. The details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
A separate meeting of Independent Directors pursuant to Section 149 (7) read withSchedule VI of the Companies Act 2013 and Clause 49 was held on 13.02.2015.
TRAINING OF INDEPENDENT DIRECTORS
Your company's Independent Directors are associated with the Company since quite a longtime hence they all understand Company's business and activities very well. Howeverpursuant to the provisions of Clause 49 of the Listing agreement the Board did brief toall the Independent Director about the Company's business activities manufacturingprocess quality standards maintained certifications obtained Internal controlsincluding financial controls meetings with the senior management of the Company and thelatest changes in the laws.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
M/s. Ketan N. Shah Chartered Accountants Mumbai Auditors of the Company retires atthe ensuing Annual General Meeting of the Company and being eligible offers themselves forre-appointment. The Company has received a certificate from the Auditors to the effectthat the proposed appointment if made will be in accordance with the limits specifiedunder Section 139 (9) of the Companies Act 2013.
As required under the new Companies Act 2013 the Company has appointed an InternalAuditor.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed ND & Associates a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed herewith as " Annexure A."
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Board of Directors of the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control Systems commensurate with the size scale andcomplexity of its operation.
The internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Significant Audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The policy is in place and the Company has uploaded the same on its website.
ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information required under Section 134 (3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/ outgo is given hereto and forms a part of thisreport.
FORM - A
Form for disclosure of particulars with respect to Conservation of Energy.
|Power and Fuel Consumption ||Current year 31.03.2015 ||Previous Y ear 31.03.2014 |
|Electricity || || |
|Purchase Unit (KWH) ||2.50 ||3.71 |
|Total Amount (Rupees in lacs) ||19.97 ||30.49 |
|Rate per Unit (Rupees) ||7.99 ||8.22 |
|Coal ||NA ||N.A |
|Furnace Oil ||N.A. ||N.A. |
|Internal Generation ||N.A. ||N.A. |
Energy conservation is not only a national priority but also a key value driver foryour Company. Employees are also encouraged to give suggestion that will result in energysaving.
TECHNOLOGY ABSORPTION. ADAPTATION AND INNOVATION
As prescribed under the Section 134 (3) (m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is Not Applicable as there is no technology absorptionadaptation and innovation made by your Company in the goods manufactured.
FOREIGN EXCHANGE EARNING AND OUTGO
| || |
|(i) CIF Value of Imports || |
|(ii) Expenditure in foreign currency || |
|(Hi) Foreign Exchange earned || |
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are given below:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Executive Director ||Ratio to median remuneration |
|Shaukatali S Mewawala ||4.17 |
|Non Executive Directors ||Ratio to median remuneration |
|NIL ||NIL |
b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:
There has been no increase in the remuneration of the directors thus these provisionsare Not Applicable.
c. The percentage increase in the median remuneration of employees in the financialyear: 21.54%
d. The number of permanent employees on the rolls of the Company: 64
e. The explanation on the relationship between average increase in remuneration andCompany performance:
Not Applicable as no increase in Directors Remuneration.
f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:
|Aggregate remuneration of Key managerial personnel (KMP) in FY 2015 ||12.00 |
|Revenue ||6040.58 |
|Remuneration of KMPs(as % of revenue) ||0.20% |
|Profit before Tax(PBT) ||279.39 |
|Remuneration of KMPs(as % of PBT) ||4.29% |
g. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:
|Particulars ||March 31 2015 ||March 31 2014 ||% Change |
|Market Capitalization ||1332.55 ||1458.19 ||-8.62 |
|Price Earnings Ratio ||6.93 ||11.43 ||-39.37 |
h. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
There was no increase in the managerial remuneration for the financial year 2014-15.
i. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:
| ||Mr. S. S. Mewawala (Chairman and Managing Director) ||(Executive Director) ||(Chief Financial and Compliance Officer) |
| || || || |
|Remuneration in FY 2015 ||12.00 ||Nil ||Nil |
|Revenue ||6040.58 ||Nil ||Nil |
|Remuneration (as % of Revenue) ||0.20% ||Nil ||Nil |
|Profit Before Tax (PBT) ||279.39 ||Nil ||Nil |
|Remuneration (as % of PBT) ||4.29% ||Nil ||Nil |
j. The key parameters for any variable components of remuneration availed by thedirectors:
There is no variable component of remuneration to Directors thus this is NotApplicable
k. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Not Applicable.
l. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
m. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014 is Not Applicable.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3) (a) extract of Annual Return in Form MGT-9 has been annexedto this Annual Report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134f3Hcl OF THE COMPANIESACT 2013
The Directors state that: -
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b) The selected accounting policies were applied consistently and the judgments andestimates made by them are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company as at 31st March 2015 and of the profit for theyear ended on that date;
c) The proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis.
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate sectionon Corporate Governance practices followed by the Company together with a certificatefrom the Company's Auditors confirming compliances forms an integral part of this Report.
As per Clause 49 of the listing agreement entered into with the stock exchangecorporate governance report with auditors' certificate thereon and management discussionand analysis are attached and forms an integral part of this report.
As per Clause 55 of the listing agreement entered into with stock exchange a businessresponsibility report is attached and forms an integral part of this annual report
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Industrial Relations continued to be harmonious throughout the year under review. Manyinitiatives have been taken to support business through organizational efficiency processchange support and various employee engagement programs which has helped the Organizationachieve higher productivity levels.
Quality/ Safety Certifications
Your Company has obtained the prestigious OSHAS certification. Your Company is also ISO9001 certified by Bureau Veritas and approved holder of "U" stamp from ASME U.S.A. R Stamp & NB Stamp.
Your Directors express their gratitude for the continued support of Bankers GovernmentAuthorities and Shareholders. Your Directors also place on record their deep sense ofappreciation for the commitment exhibited by the Company's employees.
| ||For and on behalf of the Board |
| ||For Expo Gas Containers Limited |
| ||Sd/- |
|Place : Mumbai ||(S. S. Mewawala) |
|Dated: 14.08.2015 ||Chairman & Managing Director |